How to Dissolve (Close) an LLC in Michigan

If you have a limited liability company (LLC) in Michigan, you may need to shut down the business at some point. Maybe you’ve started another company or moved to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face penalties down the line. But, lucky for you, this handy guide explains how to dissolve an LLC in Michigan. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Michigan law requires that all members vote unanimously to dissolve. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them instructions on filing claims for the outstanding debt. In Michigan, your notice must include a mailing address to send claims to and a deadline of at least six months for claimants to send their claims.

This can only be done in Michigan after you’ve officially dissolved your LLC.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due. 

Once you’ve filed your Certificate of Dissolution, you have 60 days to request a tax clearance from the Michigan Department of Treasury. 

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Michigan

In Michigan, the Licensing and Regulatory Affairs office (LARA) will process your Certificate of Dissolution for a $10 filing fee. 

You can file your Certificate of Dissolution either online or by paper. Read below for instructions on both options.

File Online

To file your dissolution online, visit LARA’s Corporations Online Filing System.

Log in with your Customer ID Number and PIN. 

Fill out and submit your Certificate of Dissolution and pay the $10 filing fee by credit card.

File by Paper

If you’re filing by paper, you can file two possible Certificates of Dissolution documents, depending on your LLC’s operations.

If your LLC hasn’t commenced business, issued any membership interests, has no liabilities, and hasn’t received any payments, complete and print the Certificate of Dissolution CD-730.

For all other LLCs, complete and print the Certificate of Dissolution CD-731.

If you’d like expedited service, fill out the Expedited Service Request form. You can request 24-hour, same-day, two-hour, or one-hour service from the time of receipt by the office.

To file by mail, prepare a check or mail order payable to the State of Michigan with your LLC’s name and ID number included. Mail your documents and payment to:

Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporations Division
PO Box 30054
Lansing, MI 48909

If you’d like to file in person, visit the LARA Appointment Scheduling Calendar to book a 15-minute payment appointment. At your appointment, you can pay by check or money order as described above or by cash or credit card. Bring your documents and payment to:

2407 N. Grand River Ave.
Lansing, MI 48906

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.